Orbimed Advisors Llc - Jun 27, 2023 Form 4 Insider Report for Passage BIO, Inc. (PASG)

Role: 10%+ Owner
Signature: /s/ Carl L. Gordon, Member of OrbiMed Advisors LLC
Stock symbol: PASG
Transactions as of: Jun 27, 2023
Transactions value $: $1,001,765
Form type: 4
Date filed: 6/29/2023, 04:42 PM
Previous filing: May 24, 2023
Next filing: Jul 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PASG	Common Stock	Purchase	$519K	+617K	+9.02%	$0.84	7.46M	Jun 27, 2023	See footnotes	F1, F2
transaction	PASG	Common Stock	Purchase	$483K	+575K	+7.71%	$0.84	8.03M	Jun 28, 2023	See footnotes	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership over the shares of common stock held by OPI VII.
F2	Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Content

These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership over the shares of common stock held by OPI VII.

Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.